Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
TSRE > SEC Filings for TSRE > Form 8-K on 19-May-2014All Recent SEC Filings

Show all filings for TRADE STREET RESIDENTIAL, INC.

Form 8-K for TRADE STREET RESIDENTIAL, INC.


19-May-2014

Entry into a Material Definitive Agreement, Change in Directors or


Item 1.01. Entry into a Material Definitive Agreement

On May 13, 2014, the Board of Directors (the "Board") of Trade Street Residential, Inc. (the "Company") approved a new form of indemnification agreement and authorized the Company to enter into the form of indemnification agreement with each of the Company's directors and executive officers (collectively, the "Indemnitees"). The Company expects that each of its directors and executive officers will execute such agreement, which supersedes all previously existing indemnification agreements between the Indemnitees and the Company. Under the form of indemnification agreement, among other things:

The Indemnitees are indemnified, to the fullest extent permitted by the laws of the State of Maryland and subject to certain exceptions, against reasonable expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually incurred, if such Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding or investigation, by reason of the fact that such person is or was or has agreed to serve at the request of the Company as a director, officer, employee or agent of the Company or another entity.

The Indemnitees will not be entitled to indemnification if it is established, by clear and convincing evidence, that (i) the act or omission of the Indemnitee was material to the matter(s) giving rise to the proceeding and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful.

Subject to certain conditions and exceptions, the Company will advance expenses incurred by the Indemnitees in defending against such proceedings.

The form of indemnification agreement also sets out, among other things, the process for determining entitlement to indemnification and the procedures for enforcement of indemnification rights.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the form of indemnification agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.



Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of Annual Incentive Plan

On May 13, 2014, the Compensation Committee of the Board approved the 2014 Annual Incentive Plan (the "AIP"). Under the AIP, certain officers of the Company, including Richard Ross, the Company's Chief Executive Officer, and Ryan Hanks, the Company's Chief Investment Officer (collectively, the "Participants"), are eligible to receive cash incentive bonus awards based on the Compensation Committee's evaluation of the Participant's performance during the fiscal year ending December 31, 2014. For the fiscal year ending December 31, 2014, Mr. Ross and Mr. Hanks are eligible to receive target cash incentive bonus payments of $211,250 and $180,000, respectively, but the actual amount of any cash incentive bonus awards will be determined in the Compensation Committee's discretion. For future years, the Compensation Committee expects to establish performance metrics to determine the amount of any annual cash incentive bonus award to the Participants.

Adoption of Revised Board Compensation Plan



On May 13, 2014, the Compensation Committee of the Board adopted a revised Board
compensation plan that provides for the following compensation to the Company's
directors for the fiscal year ending December 31, 2014:



                                                                              Annual
                                                                          Nominating and
                               Annual                                       Corporate
                           Non-Executive           Annual Audit             Governance            Annual Audit
Annual Base Board of      Chairman of the         Committee Chair        Committee Chair        Committee Member
 Directors Retainer        Board Retainer            Retainer                Retainer               Retainer
$              50,000     $         41,667     $               8,000     $          3,500     $               2,500

In addition, directors will receive additional compensation of $2,000 per meeting, payable in cash, and are entitled to reimbursement for their reasonable out-of-pocket costs and expenses in attending meetings of the Board.

Mack D. Pridgen III, the Company's Chairman, and Randolph C. Coley, the Chairman of the Company's Nominating and Corporate Governance Committee, also will receive $180,000 and $100,000, respectively, in shares of restricted stock, which will vest in equal annual installments over a period of four years.

Evan Gartenlaub, Mike Simanovksy and Adam Sklar, all of whom joined the Board in January 2014, have waived their rights to receive any compensation from the Company for their services as directors.



Item 5.07. Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of the Company was held on May 15, 2014 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders (1) elected Randolph C. Coley, Evan Gartenlaub, Mack D. Pridgen III, Michael Simanovsky and Adam Sklar to serve on the Company's board of directors, each for a term expiring at the 2015 annual meeting of stockholders, (2) approved the Company's Amended and Restated 2013 Equity Incentive Plan and (3) ratified Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

The final voting results with respect to each proposal voted upon at the Annual Meeting are set forth below.

The results of the vote to elect Mr. Coley to the Company's board of directors were as follows:

For Withhold Broker Non-votes 19,949,112 29,434 1,982,805

The results of the vote to elect Mr. Gartenlaub to the Company's board of directors were as follows:

For Withhold Broker Non-votes 19,948,107 30,439 1,982,805

The results of the vote to elect Mr. Pridgen to the Company's board of directors were as follows:

For Withhold Broker Non-votes 19,940,034 38,512 1,982,805

The results of the vote to elect Mr. Simanovsky to the Company's board of directors were as follows:

For Withhold Broker Non-votes 19,942,607 35,939 1,982,805

The results of the vote to elect Mr. Sklar to the Company's board of directors were as follows:

For Withhold Broker Non-votes 19,940,229 38,317 1,982,805

The results of the vote to approve the Company's Amended and Restated 2013 Equity Incentive Plan were as follows:

For Against Abstain Broker Non-votes 19,712,321 261,630 4,595 1,982,805

The results of the vote to ratify Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 were as follows:

For Against Abstain Broker Non-votes 21,957,585 3,347 419 -

Item 9.01. Exhibits.

(d) Exhibits.

Exhibit
No. Description
10.1 Form of Indemnification Agreement.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Trade Street Residential, Inc.

Date: May
19, 2014 By: /s/ Richard Ross Richard Ross Chief Executive Officer, Chief Financial Officer and President

  Add TSRE to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for TSRE - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.